Wednesday, August 1, 2012

Murder in the Boardroom: Death by Strangulation and Poisoning

The next item on the agenda was a preliminary report by the chairman of
the Nominating Committee based on a board resolution adopted several months
earlier. The committee chairman gave a brief report on the committee’s
progress, then turned to a long-time member and said, “Dick, you’re eligible
for another term.You’ll agree to serve,
won’t you?”Dick agreed.The chairman then turned to another member
and made the same offer, getting a like response.“Well then”, he exclaimed, “we have a full
slate.”And with that, he gestured to
the group that the work of the Nominating Committee was finished.The board looked on as the very life breath
was squeezed out of the organization.

Typical?Yes.Easy?Absolutely.Effective?Definitely counter-effective.

It was a clear case of double murder; strangulation and poisoning.The gene pool had been poisoned by not
exercising the greatest and most fundamental opportunity available to the
board; getting new talent.Not only
getting new people, but identifying the organizational DNA needed to bring
about a positive mutation in the board.No
new members were being nominated for the next year and, further, the Nominating
Committee had been derelict in its duty.The board had charged the Nominating Committee, in writing, with
reporting on four key actions:

·Identifying
the skills and talents needed on the board;

·Seeking
candidates that met the identified needs;

·Developing
a plan for orientation of new board members; and

·Developing
a plan of succession for officers.

The committee had failed in every charge and in so doing had ensured
that the governance of the organization would not be changed. It would be
allowed to stagnate: Status quo; same-o, same-o; into an inevitable death
spiral.Strangled.

As for the poisoning, boards tend to clone themselves.When an opening occurs for a board seat, the
usual practice of the Nominating Committee is to look to one another for
suggestions and recommendations.It’s a
practice learned from years of experience with nonprofits.Since we tend to move and work in circles of
like-minded people, the natural consequence is to find another director just
like ourselves.Without a plan or
deliberate process for determining what is needed and where to find it, we
lapse into the habit of cloning.

Oh, I know what you’re thinking.The board was already ideal and nothing needed to be done to improve the
composition or balance.That’s so rare
it’s difficult to comprehend.And even
if that were the case, the board should regularly examine its makeup against what
is needed for the organization.Organizations are not static.The
external environment is not static.Why
should a board be static?By regularly
profiling the board, a board can compare “what is” with “what should be” and
thereby seek and identify qualified candidates well in advance of an
opening.This avoids the problems of
cloning and stagnation.In addition, a
thorough orientation process needs to be designed.And finally, a succession plan for leadership
should be in place to provide continuity and preparation for future leadership.

The committee charged with the nominating process is the most important
committee of the board.Why, then, do we
give short shrift to this important work?More often than not, the committee is activated shortly before
elections, given a list of expiring terms and the names of people who are
eligible for re-election, and instructed to prepare a slate.Then the committee sees that they only have
to find one “new body” and they take the path of least resistance.

Let’s start with profiling the board and making the nomination process
a year-round activity, not a last-minute sprint to the annual meeting.Who will be leaving (term limits or other
reasons)?And don’t forget to ask who should be leaving.

Let’s start with strategic
diversity—getting the mix of talents that’s right for the organization.

What’s missing?Will we need to
replace important skills lost through attrition?What do the strategic priorities of the
organization demand for governance?

Let’s start with forgetting about constituencies.Board members do not “represent” a segment of
the membership.Service on the board
carries fiduciary responsibilities to act in the best interests of the
organization.Representational
governance should be left to legislative bodies.

So, what’s the lesson from this story, a true-life misadventure?The need for a board work plan and a real
commitment to improving the governance function is essential to achieving
exceptional board performance—and the mission.Mediocre performance begets more mediocrity.Maintaining the status quo is a prescription
for slow death by strangulation and poisoning.

About Me

For health, education, workforce, finance and other non profit and public service organizations that want to leverage resources and strategically plan for U.S. or international market expansion.
Plexus Consulting Group® provides a broad-range of consulting and management services to not-for-profit and public service sectors. We help clients overcome challenge, achieve excellence, and maintain success.
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